Securities code: Shenzhen Huaqiang Industry Co.Ltd(000062) securities abbreviation: Shenzhen Huaqiang Industry Co.Ltd(000062) No.: 2022012 Shenzhen Huaqiang Industry Co.Ltd(000062)
Announcement of resolutions of the board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Huaqiang Industry Co.Ltd(000062) (hereinafter referred to as “the company” or “listed company”) held a meeting of the board of directors on March 9, 2022. In order to meet the needs of epidemic prevention and control and avoid personnel gathering as far as possible, the board meeting was held in the company’s conference room in combination with on-site communication voting. On February 25, 2022, the meeting was notified to all directors by e-mail, telephone, instant messaging tools and other means. There were 9 directors who should be present and 9 actually (among them, Zhang Hengchun, Li Shucheng, Zhou Shengming, Yao Jiayong and Deng Lei attended the meeting by means of communication voting). The meeting was presided over by Mr. Hu Xin’an, the chairman of the board of directors, and the members of the board of supervisors and senior executives of the company attended the meeting as nonvoting delegates, Comply with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Shenzhen Huaqiang Industry Co.Ltd(000062) articles of Association (hereinafter referred to as the “articles of association”). The meeting adopted the following resolutions:
1、 The work report of the board of directors in 2021 was reviewed and approved
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Section III “management discussion and analysis” of the full text of the 2021 annual report disclosed on the “I. industry situation of the company during the reporting period”, “II. Main business of the company during the reporting period”, “III. analysis of core competitiveness”, “IV. analysis of main business” “VI. analysis of assets and liabilities” and “Xi. Prospect of the company’s future development”.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
2、 The full text and summary of the 2021 annual report of the company were reviewed and approved
After deliberation by the board of directors, it is considered that the preparation and deliberation procedures of the full text and abstract of the company’s 2021 annual report comply with the relevant provisions of laws, administrative regulations and the articles of association, its content and format comply with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the content of the report truly, accurately and completely reflects the company’s business situation in 2021, There is no false record, misleading statement or material legacy
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The full text and summary of the 2021 annual report disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
3、 Reviewed and approved the company’s 2021 annual financial statement report
According to the audit report issued by Tianjian Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s consolidated total assets were 1576684758918 yuan, total liabilities were 896995936340 yuan, shareholders’ equity attributable to the parent company was 616106073257 yuan, and the company realized a combined net profit of 104268896225 yuan in 2021, The net profit attributable to the parent company is 88343313398 yuan.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
4、 Reviewed and approved the 2021 profit distribution plan of the company
According to the audit report issued by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the listed company in the consolidated statements of the company in 2021 is 88343313398 yuan, the net profit of the parent company is 7157395749 yuan, the 10% statutory surplus reserve is 715739575 yuan, plus the undistributed profit of 139982236502 yuan at the beginning of the year, and the dividend of 20918186440 yuan in 2020 is deducted, The profit available to shareholders of the parent company is 125505706236 yuan. The profit distribution plan of the company in 2021 is: Taking the total share capital of the company at the end of 2021 as 1045909322 shares as the base, distribute cash dividends of 3 yuan (including tax) to all shareholders for every 10 shares, that is, the total amount of cash dividends distributed is 31377279660 yuan.
During the implementation of the profit distribution plan, if the total amount of share capital with profit distribution right changes, the total amount of share capital with profit distribution right on the equity registration date of the implementation of the distribution plan shall be taken as the base, and the amount of cash dividend per share shall be adjusted according to the principle that the total amount of distribution remains unchanged.
After deliberation by the board of directors, it is considered that the above profit distribution plan is in line with the profit distribution policy stipulated in the articles of association and the company’s shareholder dividend return plan for 20212023, and there is no significant difference between the cash dividend level and the average level of Listed Companies in the authorized distribution industry of electronic components.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
5、 Reviewed and approved the 2021 annual internal control evaluation report of the company
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The company’s 2021 internal control evaluation report disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
6、 Reviewed and approved the company’s special instructions on purchasing bank financial products in 2021
The company held a meeting of the board of directors on March 9, 2021, deliberated and approved the proposal on the company and its holding subsidiaries using their own idle funds to purchase bank financial products, and agreed that the company and its holding subsidiaries use their own idle funds to purchase low-risk short-term Principal Guaranteed floating income bank financial products. After verification by the board of directors, the company did not purchase bank financial products during the reporting period. The board of Directors believes that the company’s failure to purchase bank financial products in 2021 is in line with the actual situation of the company, and there is no violation of regulations and damage to the interests of the company and all shareholders. The voting result of this motion was 9 in favor, 0 against and 0 abstention.
7、 The report on investor protection in 2021 was reviewed and approved
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Report on investor protection in 2021 disclosed on.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
8、 Deliberated and adopted the continuous risk assessment report on handling deposit and loan business in Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Continuous risk assessment report on handling deposit and loan business in Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd.
Due to related matters, a total of 5 non related Directors voted, and the other 4 related directors Hu Xin’an, Zhang Hengchun, Li Shucheng and Zhang Zehong avoided voting on the matter due to their positions in related parties.
The voting result of this motion is 5 votes in favor, 0 votes against and 0 abstentions.
9、 The proposal on Amending the articles of association was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors of the company agreed to amend some provisions of the articles of association. For the specific contents of this proposal, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）The articles of Association (March 2022) disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
10、 The proposal on formulating the entrusted financial management system was deliberated and adopted
In accordance with the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions and other laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company, it is agreed to formulate the entrusted financial management system, The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The entrusted financial management system disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
11、 The proposal on the company and its holding subsidiaries using their own idle funds for entrusted financial management was deliberated and adopted
In order to improve the use efficiency of the company’s funds, after deliberation by the board of directors of the company, it is agreed that the company and its holding subsidiaries use their own idle funds to purchase low-risk financial products (including structured deposit products), and the purchase amount shall not exceed RMB 1 billion. The amount can be used in a circular and rolling manner, and shall be effective within 12 months from the date of deliberation and approval by the board of directors of the company.
The specific contents of this motion are detailed in cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the company and its holding subsidiaries using their own idle funds for entrusted financial management disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
12、 The proposal on payment standard of non independent directors was considered and approved by the board of directors
In accordance with the company law, securities law and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, it is agreed that the company shall pay the remuneration to the non independent directors of the board of directors in the following ways:
1. Considering the degree of value creation and contribution, the company’s strategic development and the market salary level, it is agreed that the salary of the chairman of the company shall be paid by the mechanism of basic annual salary + annual performance salary, in which the basic annual salary is 1.8 million yuan – 2.4 million yuan, which shall be paid by the company on a monthly basis; The annual performance salary shall not exceed one time of the basic annual salary. The specific amount shall be submitted to the general meeting of shareholders to authorize the remuneration and assessment committee of the board of directors to determine within this range according to the company’s operation and assessment after the end of each year. The annual performance salary shall be paid after the specific amount is determined.
2. For other non independent directors, if they do not hold administrative positions in the company, they will not receive remuneration in the company; If he holds an administrative position in the company, he agrees to pay the remuneration according to the standard of the administrative position he holds, and will not pay the remuneration of directors separately.
3. In case of any change in the aforesaid salary payment standard, it shall be separately reported to the board of directors and the general meeting of shareholders for deliberation.
The company’s non independent directors abstained from voting on the proposal, which was voted by three independent directors. The voting result of this proposal was 3 votes in favor, 0 votes against and 0 abstentions.
13、 The proposal on renewing the appointment of accounting firms was deliberated and adopted
Upon the proposal of the audit committee of the board of directors, the board of directors agreed to continue to employ Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianjian”) as the audit institution of the company in 2022, and requested the general meeting of shareholders to authorize the management of the company to negotiate with Tianjian to determine the relevant audit fees according to the specific audit requirements and audit scope of the company in 2022.
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
14、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders disclosed on the.
The voting result of this motion was 9 in favor, 0 against and 0 abstention.
The independent directors of the company gave their prior approval opinions on the above-mentioned 13th proposal and agreed independent opinions on the 4th, 5th, 6th, 8th, 11th, 12th and 13th proposals. See cninfo.com on the same day for details（ http://www.cn.info.com.cn. ）The special instructions and independent opinions of independent directors on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantees, and the prior approval opinions of independent directors on the renewal of the accounting firm disclosed on the.
The above first, third, fourth, ninth, twelfth and thirteenth proposals need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
It is hereby announced.
Shenzhen Huaqiang Industry Co.Ltd(000062) board of directors March 11, 2022
